东方大学城控股(08067) - 2025 - 年度财报

Company Information This section provides essential company details, including its board structure, committee compositions, registration information, and key operational locations Board and Committee Composition The company's board comprises executive, non-executive, and independent non-executive directors, supported by audit, remuneration, nomination, and risk management committees to ensure robust corporate governance - Board members include Executive Directors Mr. Chew Hwa Seng (Chairman) and Mr. Liu Yingchun (Chief Executive Officer), Non-Executive Director Ms. Geng Yu, and Independent Non-Executive Directors Mr. Chan Yiu Heung, Mr. Cheng Man Piu, and Mr. Liu Kwai Lam[7] Board Committee Chairmen and Members | Committee | Chairman | Members | | :--- | :--- | :--- | | Remuneration Committee | Mr. Liu Kwai Lam | Mr. Chew Hwa Seng, Mr. Chan Yiu Heung | | Nomination Committee | Mr. Cheng Man Piu | Mr. Liu Kwai Lam, Ms. Geng Yu (appointed on August 22, 2025) | | Risk Management Committee | Mr. Chan Yiu Heung | Mr. Liu Yingchun, Mr. Cheng Man Piu | | Audit Committee | Mr. Chan Yiu Heung | Mr. Liu Kwai Lam, Ms. Geng Yu | Company Basic Information The company is incorporated in Hong Kong with stock code 8067, primarily operating in Langfang, Hebei, China, and maintaining a registered office in Hong Kong - The company's stock code is 8067, with a board lot size of 1,000 shares[7] - The registered office is located at 31/F, 148 Electric Road, North Point, Hong Kong, while the China headquarters and principal place of business are at 3rd Floor, No. 67 Zhangheng Road, Oriental University City, Langfang Economic and Technological Development Zone, Hebei Province[8] - The independent auditor is BDO Limited, Hong Kong[7] Chairman's Statement The Chairman's Statement provides an overview of the Group's performance, strategic initiatives, and future outlook, highlighting key achievements and challenges FY2024/25 Performance Overview Despite challenging education and real estate markets, the Group improved financial results in FY2024/25, with revenue increasing by 1.3% year-on-year and significant reductions in operating and annual losses Key Financial Indicators for FY2024/25 | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 56.70 | 55.97 | +1.3% | | Operating Loss | (30.35) | (67.12) | -54.8% | | Loss for the Year | (57.02) | (74.58) | -23.5% | - The operating loss primarily resulted from losses on disposal of investment properties, fair value losses on investment properties, and impairment losses on an associate and other receivables[9] Asset Rationalization and Business Diversification The Group rationalized assets by divesting low-yield investment properties and expanded its revenue base and geographical market coverage through the acquisition of 4 Vallees to address challenges in the Chinese market - In FY2024/25, the Group completed the disposal of three investment properties, generating RMB 132.00 million in proceeds, which were used to strengthen working capital and reduce bank borrowings[10] - Since February 2024, the wholly-owned subsidiary 4 Vallees Pte Ltd has not only expanded the revenue base and geographical market coverage but also contributed positively to the Group's bottom line[10] - Sustainable demand is anticipated for education facilities in Oriental University City, Malaysia, and Indonesia, while moderate growth in the Swiss hotel industry is expected to benefit the Group's hotel properties in Switzerland[10] Management Discussion and Analysis This section reviews the Group's financial performance, liquidity, and business operations, outlining key changes and future strategies Financial Review The Group's revenue slightly increased in FY2024/25, with a significant narrowing of operating loss, though still impacted by fair value losses on investment properties and asset disposal losses, alongside various cost and tax changes Key Financial Data Changes for FY2024/25 | Indicator | FY2024/25 (RMB million) | FY2023/24 (RMB million) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 56.70 | 55.97 | +1.3% | | Employee Costs | 6.66 | 5.46 | +22.2% | | Property Tax and Land Use Tax | 8.97 | 10.50 | -14.6% | | Property Management Fees | 3.34 | 3.09 | +8.1% | | Repair and Maintenance Expenses | 1.90 | 1.33 | +43.1% | | Legal and Professional Fees | 3.70 | 5.84 | -36.6% | | Loss on Disposal of Investment Properties and Assets Held for Sale | 11.36 | 0 | New | | Net Other Income | 1.74 | 5.31 | -67.3% | | Other Expenses | 6.25 | 3.33 | +88.0% | | Share of Loss of an Associate | 2.15 | 3.13 | -31.3% | | Impairment Loss on an Associate | 3.18 | 0 | New | | Impairment Loss on Other Receivables | 2.05 | 0 | New | | Fair Value Loss on Investment Properties | 38.65 | 93.81 | -58.8% | | Operating Loss | 30.35 | 67.12 | -54.8% | | Bank Borrowing Interest Expense | 14.56 | 16.43 | -11.4% | | Current Tax Expense | 31.17 | 4.86 | +541.8% | | Deferred Tax Credit | 19.03 | 13.81 | +37.8% | | Loss for the Year | 57.02 | 74.58 | -23.5% | | EBITDA | 13.90 | 27.09 | -48.7% | Liquidity and Financial Resources The Group's net current liabilities increased, but the gearing ratio decreased, with directors confident in sufficient working capital for the next 12 months, despite a significant reduction in cash and cash equivalents and no current foreign exchange hedging Overview of Liquidity and Financial Resources | Indicator | June 30, 2025 (RMB million) | June 30, 2024 (RMB million) | Change | | :--- | :--- | :--- | :--- | | Net Current Liabilities | 33.97 | 6.90 | Increase | | Total Assets | 1,593.21 | 1,800.79 | Decrease | | Total Liabilities | 472.73 | 655.29 | Decrease | | Total Equity | 1,120.48 | 1,145.51 | Decrease | | Gearing Ratio | 21.96% | 25.34% | Decrease | | Cash and Cash Equivalents | 1.39 | 69.66 | Significant Decrease | - The directors believe the Group will have sufficient working capital to meet its cash flow requirements for the next twelve months, and the consolidated financial statements are prepared on a going concern basis[32] - The Group currently does not engage in any foreign exchange hedging, as most transactions are denominated in RMB, limiting foreign currency risk[35] Business Review and Outlook The Group primarily provides education facility leasing in China, Malaysia, and Indonesia, and operates hotel properties in Switzerland; despite market challenges, asset rationalization and long-term lease agreements are expected to improve future financial performance - The Group's principal businesses are owning and leasing education facilities to educational institutions in China, Malaysia, and Indonesia, and owning, leasing, and managing hotel properties in Switzerland[36] - Revenue for FY2024/25 increased by 1.3% to RMB 56.70 million, EBITDA remained at RMB 13.90 million, and both operating loss and loss for the year decreased[37] - The Group rationalized assets by disposing of low-yield investment properties (3 properties totaling RMB 132.00 million in FY2024/25), using the proceeds to upgrade selected properties and reduce bank borrowings[38] - The Board anticipates that, with existing long-term lease agreements and the appreciation of investment properties, financial performance for the financial year ending June 30, 2026, will further improve[38] Biographies of Directors and Senior Management This section provides detailed biographies of the Group's directors and senior management, highlighting their professional experience and roles within the company Directors This section details the backgrounds, responsibilities, academic qualifications, and professional experience of the company's executive, non-executive, and independent non-executive directors, who possess extensive expertise in corporate strategy, operational management, financial auditing, and investment - Mr. Chew Hwa Seng is the founding director, Chairman, and Executive Director, responsible for overall strategic planning and management, and is also the founder, Chairman, and CEO of Raffles Education Corporation Limited[40] - Mr. Liu Yingchun is the Group's CEO and Executive Director, responsible for overall operational management, with experience in auditing and construction engineering consulting[42] - Ms. Geng Yu is a Non-Executive Director with extensive experience in corporate management, financial auditing, education investment, and management, currently serving as Vice President of Wanbo Institute of Technology, a subsidiary of Raffles Education Group[43] - Independent Non-Executive Directors Mr. Chan Yiu Heung, Mr. Cheng Man Piu, and Mr. Liu Kwai Lam possess deep backgrounds in banking, catering solutions, financial management, and industrial park operations, respectively[44][45][46] Senior Management The Group's senior management includes CEO Mr. Liu Yingchun, CFO Mr. Li Jingyan, COO Mr. Chen Guang, and Deputy General Manager Mr. Zhang Jianguang, each responsible for key functions such as finance, operations, and human resources - Mr. Li Jingyan serves as the Chief Financial Officer, responsible for the Group's financial accounting, with 26 years of experience in finance, accounting, business, and business development[47] - Mr. Chen Guang serves as the Chief Operating Officer, overseeing the Group's property management and operational matters, including asset acquisition, disposal, leasing, and maintenance[48] - Mr. Zhang Jianguang is the Deputy General Manager, responsible for managing human resources operations and staff management[48] Directors' Report This report covers the company's business overview, financial performance, corporate governance, shareholder interests, and environmental policies Business Review and Financial Performance The company primarily engages in investment holding, with subsidiaries providing education facility leasing and hotel property management services; the Group's FY2024/25 results are in the consolidated financial statements, and the Board recommends no final dividend - The company's principal business is investment holding, while its subsidiaries primarily engage in education facility leasing in China, Malaysia, and Indonesia, and hotel property leasing and management in Switzerland[50] - The Board resolved not to recommend the payment of any final dividend for the financial year 2024/25[52] - To determine shareholders' entitlement to attend the 2025 Annual General Meeting, share transfer registration will be suspended from October 21 to October 24, 2025[53] - All investment properties of the Group were revalued as of June 30, 2025, resulting in a net decrease in fair value of RMB 38.65 million[55] Corporate Governance and Shareholder Interests The report outlines the company's policies and status regarding share capital, reserves, key customers and suppliers, directors' emoluments, equity-linked agreements, and public float, emphasizing director independence, related party transaction review, and the controlling shareholder's non-compete undertaking - In FY2024/25, the Group made charitable donations of RMB 500,000[62] - The company did not redeem or trade any of its listed shares during FY2024/25[63] FY2024/25 Key Customer and Supplier Proportions | Category | Percentage of Total Revenue/Purchases (%) | | :--- | :--- | | Largest Customer | 32.2 | | Top Five Customers Combined | 80.0 | | Largest Supplier | 18.9 | | Top Five Suppliers Combined | 67.3 | - The company has complied with the GEM Listing Rules requirement to maintain a sufficient public float of its issued shares (at least 25%)[70] - Independent non-executive directors have provided annual written confirmations of their independence, and the company considers all independent non-executive directors to be independent[72] - The Group's continuing connected transactions include property lease agreements in Malaysia, Indonesia, and Singapore, as well as management services provided by Raffles Group, all entered into on normal commercial terms[81][82][83][84] - The independent non-executive directors have reviewed the continuing connected transactions and confirmed they were conducted in the ordinary course of business, on normal or better commercial terms, and in the overall interests of the company and its shareholders[86][89] - The controlling shareholder, Raffles, has provided an annual written declaration of compliance with the non-compete undertaking in the non-compete deed, and the independent non-executive directors confirmed full compliance[90] Directors' and Major Shareholders' Interests This section discloses the interests and short positions of directors and major shareholders in the company's and its associated corporations' shares and debentures, with Chairman Mr. Chew Hwa Seng holding 75% equity through Raffles Directors' Long Positions in Company Shares (June 30, 2025) | Director Name | Capacity/Nature of Interest | Number of Issued Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Chew Hwa Seng | Interest in controlled corporation/Corporate interest | 135,000,000 | 75% | Major Shareholders' Long Positions in Company Shares (June 30, 2025) | Major Shareholder Name/Entity | Capacity/Nature of Interest | Number of Issued Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Raffles | Beneficial owner/Personal interest | 135,000,000 | 75% | | Ms. Chung | Spouse's interest/Family interest | 135,000,000 | 75% | - Mr. Chew Hwa Seng and his wife, Ms. Chung, hold 75% of the company's equity through Raffles[100][102] Environmental Policy and Employee & Customer Relations The Group is committed to environmental protection, complying with regulations and promoting energy conservation. It also values employee welfare and development, maintaining stable relationships with suppliers and customers to ensure smooth business operations - The Group is committed to environmental protection, complying with all relevant environmental regulations, and implementing measures such as minimal renovation, promoting eco-friendly strategies, educating students and staff on environmental knowledge, and waste sorting[106][107] - In FY2024/25, the Group had 38 full-time employees, primarily working at the Oriental University City campus, with remuneration determined by market levels[110] - The Group's suppliers primarily provide asset management and maintenance services, with service quality ensured through tender procedures and regular evaluations[111] - The Group's main customers are educational institutions, with revenue from the top five customers (excluding Raffles Group) totaling RMB 43,158,000 in FY2024/25[112] Use of Proceeds from Property Disposals and Post-Reporting Period Events The Group has fully utilized net proceeds from property disposals for loan repayment and general working capital. Post-reporting period, the Group further sold investment properties and continues to receive payments from the termination of the Mongolia property purchase Use of Net Proceeds from Property Disposals (as of June 30, 2025) | Intended Use | Planned Use (RMB million) | Utilized (RMB million) | Unutilized (RMB million) | | :--- | :--- | :--- | :--- | | Loan Repayment | 62.00 | 62.00 | — | | General Working Capital | 29.39 | 29.39 | — | | Total | 91.39 | 91.39 | — | - Post-reporting period, the Group entered into an agreement on July 4, 2025, to dispose of a property at Oriental University City campus for RMB 18.00 million, expected to be completed by September 2025[116] - Pursuant to the deed of termination for the purchase of the Mongolia investment property, the vendor is required to pay the company approximately RMB 33,690,000 in termination payments, with the first installment and part of the second installment already received[117] Corporate Governance Report This report details the company's corporate governance framework, including board functions, committee responsibilities, and policies on diversity, risk management, and shareholder communication Corporate Culture and Board Functions The company is committed to safeguarding shareholder value through sound corporate governance, upholding a culture of integrity, inclusivity, and excellence. The Board is responsible for overall management, strategy, and oversight, ensuring separation of Chairman and CEO roles to maintain high governance standards - The company complies with the Corporate Governance Code in Appendix C1 of the GEM Listing Rules and is committed to providing quality properties, ancillary facilities, and services, fostering a corporate culture rooted in integrity, inclusivity, and excellence[122][123] - Chairman Mr. Chew Hwa Seng is responsible for overseeing board functions and overall strategy, while CEO Mr. Liu Yingchun is responsible for daily operations and strategy execution, with their responsibilities separated[124] - The Board is responsible for the overall management, leadership, and monitoring of the company's affairs, delegating day-to-day management functions to the CEO and senior management[126] - The Board holds at least four meetings annually, with four Board meetings and one Annual General Meeting held in FY2024/25, and all directors maintained high attendance rates[133] Board Diversity and Policies The company has established a board diversity policy emphasizing gender, experience, and knowledge, ensuring board independence. It also has anti-corruption and whistleblowing policies and provides continuous professional development for directors - The Board has adopted a board diversity policy, emphasizing skills, experience, knowledge, and independence, and complies with the GEM Listing Rules' requirements for gender diversity[134] - The company has established mechanisms to ensure strong board independence and regularly reviews its effectiveness[136][137] - The company has a Group anti-corruption policy and a whistleblowing policy, encouraging employees to anonymously report suspected corruption incidents, and conducts regular anti-corruption training[138][139][140] - All newly appointed directors receive formal induction training, and the company arranges continuous professional development for all directors, with costs borne by the company[141] Responsibilities of Board Committees The Board has four committees—Audit, Remuneration, Nomination, and Risk Management—each with clear terms of reference to assist in effectively fulfilling responsibilities across financial reporting, compensation policy, director nomination, and risk management - The Audit Committee is responsible for reviewing financial statements, internal control systems, and communicating with independent auditors, holding four meetings in FY2024/25[145][146] - The Remuneration Committee is responsible for making recommendations on the remuneration policy and structure for directors and senior management, holding one meeting in FY2024/25[147] - The Nomination Committee is responsible for reviewing the board structure, identifying qualified candidates, and assessing the independence of independent non-executive directors, holding one meeting in FY2024/25[150] - The Risk Management Committee is responsible for establishing the risk management framework, systems, and policies, and providing support on the risk aspects of strategic transactions, holding two meetings in FY2024/25[154] Nomination Policy and Risk Management The company's nomination policy aims to ensure a balanced board in terms of skills, experience, knowledge, and diverse perspectives. The Group has established risk management and internal control systems, engaging external consultants for review, to effectively manage risks and ensure timely disclosure of inside information - Selection criteria for the nomination policy include candidate diversity, qualifications, commitment, independence, character and integrity, and potential contributions[156] - The Board is fully responsible for establishing, maintaining, and reviewing the Group's internal control and risk management systems, and engages external professional internal control consultants to provide review services[163] - The Group is aware of its inside information disclosure obligations and has established procedures and internal control measures to ensure timely announcement of inside information once a decision is made[165][169] Independent Auditor, Company Secretary, and Dividend Policy This section discloses the independent auditor's remuneration, the company secretary's qualifications and duties, and the company's dividend policy, aiming to enhance transparency and facilitate informed shareholder investment FY2024/25 Independent Auditor's Remuneration | Service Type | Fees Paid/Payable (RMB thousand) | | :--- | :--- | | Assurance Services (financial statement audit, agreed-upon procedures for announcements, continuing connected transactions reporting) | 718 | | Audit of Group Subsidiary Financial Statements | 49 | | Total | 767 | - Company Secretary Ms. Tung Wing Yee possesses extensive experience in company secretarial, audit and assurance, financial management, and corporate finance, and meets the professional training requirements of the GEM Listing Rules[170] - The company has adopted a dividend policy, where dividend payments will depend on factors such as the company's operations, profitability, financial position, cash needs, and legal restrictions, with no predetermined distribution ratio[171] Communication with Shareholders and Constitutional Documents The company communicates with shareholders through various channels, including general meetings, regular reports, and its website, with established procedures for shareholders to convene meetings and propose resolutions. The company's constitutional documents remain transparent and are planned for revision to comply with the latest regulations - The company primarily communicates with shareholders and potential investors through general meetings, interim and annual reports, announcements, press releases, and its company website[172] - Shareholders may request the Board to convene general meetings or propose resolutions in accordance with the Articles of Association and the Companies Ordinance[173][175] - The company has adopted a shareholder communication policy to ensure shareholders receive equal and timely access to information and actively participate in company affairs[177] - The company proposes to amend its Articles of Association to comply with the latest requirements of the Listing Rules and the Companies Ordinance[181] Environmental, Social and Governance Report This report details the Group's ESG performance, policies, and initiatives, focusing on environmental protection, social responsibility, and corporate governance practices Company Profile and Report Scope The Group publishes its FY2024/25 ESG report to disclose sustainable development performance, adhering to HKEX ESG guidelines, focusing on environmental and social measures for Chinese education facilities, and identifying key issues through materiality assessment - The Group primarily engages in providing education facility leasing services in China, Malaysia, and Indonesia, and owns, leases, and manages hotel properties in Switzerland[182] - The report is prepared in accordance with the "Environmental, Social and Governance Reporting Guide" in Appendix C2 of the Hong Kong Stock Exchange GEM Listing Rules, focusing on environmental and social policies and performance of Chinese education facilities[183][190] - The Board is responsible for overseeing the Group's sustainable development strategy, policies, and annual reporting, integrating ESG-related risks and opportunities into its overall strategy[184] - The Group conducts an annual materiality assessment to identify 24 key ESG issues covering environmental, social, and operational aspects that are crucial to its business and of most concern to stakeholders[185][194] Environmental Performance The Group is committed to environmental protection, implementing "Office Environmental Guidelines" and setting quantitative reduction targets for air and greenhouse gas emissions, and resource consumption. It actively manages environmental and natural resources and addresses climate change risks FY2024/25 Key Environmental Indicators | Environmental Indicator | Unit | FY2024/25 | FY2023/24 | | :--- | :--- | :--- | :--- | | Nitrogen Oxides (NOx) Emissions | kg | 17.88 | 16.41 | | Sulfur Oxides (SOx) Emissions | kg | 0.03 | 0.03 | | Particulate Matter (PM) Emissions | kg | 1.71 | 1.57 | | Total Greenhouse Gas Emissions | tonnes CO2e | 375.89 | 512.24 | | Greenhouse Gas Emission Intensity | kg CO2e/campus sqm | 0.97 | 1.22 | | Total Energy Consumption | kWh | 579,590.79 | 716,382.87 | | Total Energy Consumption Intensity | kWh/campus sqm | 1.49 | 1.71 | | Water Consumption | tonnes | 585 | 3,320 | | Water Consumption Intensity | tonnes/campus sqm | 0.002 | 0.01 | - The Group has set a quantitative target to reduce air emissions, greenhouse gas emissions, non-hazardous waste generation, energy consumption, and water consumption intensity by 3% for the year ending June 30, 2029[205][213] - The Group engages horticultural service providers who follow internal guidelines for campus landscaping services to improve the campus environment[215][218] - The Group has established risk management systems and procedures to identify, monitor, and control climate change impacts, including strengthening building design to withstand extreme weather and developing contingency plans[217][219] Social Performance The Group is committed to providing a fair and healthy work environment and development training for employees, strictly adhering to labor standards. It also prioritizes supply chain management, product responsibility, anti-corruption, and community investment for sustainable development FY2024/25 China Employee Composition | Category | Unit | FY2024/25 | FY2023/24 | | :--- | :--- | :--- | :--- | | Total Employees | persons | 36 | 39 | | Male | persons | 23 (64%) | 26 (67%) | | Female | persons | 13 (36%) | 13 (33%) | | 30-50 years old | persons | 22 (61%) | 21 (54%) | | Over 50 years old | persons | 14 (39%) | 18 (46%) | | Mainland China | persons | 36 (100%) | 39 (100%) | - The Group highly values employee welfare, providing a clean working environment, social insurance, and various paid leaves, while strictly complying with local employment laws and regulations[224] - The Group is committed to providing a safe and healthy working environment, establishing health and safety policies, and regularly participating in fire drills[225] - In FY2024/25, the percentage of trained employees was 100%, with an average training duration of 12 hours per employee, covering corporate culture, operational management, financial management, and other topics[228][231] - The Group strictly complies with the "Provisions on the Prohibition of Child Labor" and other labor standard laws and regulations, and implements measures in recruitment to prevent the employment of child labor and forced labor[233][234] - In supplier selection, the Group considers not only economic factors but also their ability to comply with laws and regulations, ensure worker health and safety, and reduce environmental impact[235] - The Group is committed to improving education facilities, protecting customer personal data privacy, and has a customer feedback handling mechanism. No service-related complaints were received in FY2024/25[237] - The Group has zero tolerance for corruption, bribery, extortion, money laundering, and other fraudulent activities, with established whistleblowing procedures and anti-corruption training provided[239] - The Group encourages employees to participate in community activities and made charitable donations of RMB 500,000 in FY2024/25[240] HKEX ESG Reporting Guide Index This section provides a cross-reference index between this Environmental, Social and Governance Report and the HKEX ESG Reporting Guide, detailing each subject, disclosure requirement, and corresponding report section Independent Auditor's Report This report presents the independent auditor's opinion on the Group's consolidated financial statements, key audit matters, and the responsibilities of both directors and auditors Auditor's Opinion The independent auditor believes the Group's consolidated financial statements fairly and truly reflect its financial position as of June 30, 2025, and its financial performance and cash flows for the year then ended, prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance - The auditor believes the consolidated financial statements truly and fairly reflect the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[247] - The auditor conducted the audit in accordance with Hong Kong Standards on Auditing and adhered to the "Code of Ethics for Professional Accountants," maintaining independence from the Group[248] Key Audit Matter: Valuation of Investment Properties The valuation of investment properties is a key audit matter due to its significant impact on the consolidated financial statements and the substantial judgment and estimation involved in the valuation process. The auditor assessed the qualifications of the valuer, the methodology, and the appropriateness of input data - Investment properties are stated at fair value of RMB 1,486,379,000 as of June 30, 2025, based on independent valuations by professionally qualified valuers[250] - The valuation of investment properties uses the income capitalization approach and market comparison approach, requiring significant judgment and estimation, posing a risk of material changes in carrying amounts[250] - The auditor assessed the qualifications of the external valuers, the appropriateness of their methodologies and assumptions, and examined the accuracy and relevance of the input data[253] Directors' and Auditor's Responsibilities Directors are responsible for preparing true and fair consolidated financial statements and maintaining internal controls, as well as assessing the Group's ability to continue as a going concern. The auditor's responsibility is to provide reasonable assurance that the financial statements are free from material misstatement and to communicate audit findings to the audit committee - Directors are responsible for preparing true and fair consolidated financial statements in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, and for internal controls[255] - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error[257] - The auditor communicates with the audit committee regarding the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control[258] Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's financial performance for the year, including revenue, expenses, profit or loss, and other comprehensive income components FY2024/25 Consolidated Results The Group recorded a loss for the year of RMB 57,019 thousand in FY2024/25, a narrower loss compared to the previous year. Revenue slightly increased, but fair value losses on investment properties and current tax expenses continued to negatively impact profitability Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 56,697 | 55,969 | | Operating Loss | (30,354) | (67,115) | | Loss Before Income Tax | (44,883) | (83,528) | | Loss for the Year | (57,019) | (74,576) | | Total Comprehensive Income for the Year | (25,032) | (87,939) | | Loss Attributable to Owners of the Company | (56,558) | (73,861) | | Basic Loss Per Share (RMB) | (0.31) | (0.41) | - Other comprehensive income for the year was RMB 31,987 thousand, primarily from exchange differences on translating foreign operations[262] Consolidated Statement of Financial Position This statement provides a snapshot of the Group's assets, liabilities, and equity at a specific point in time, reflecting its financial health and structure Consolidated Financial Position as of June 30, 2025 As of June 30, 2025, the Group's total assets were RMB 1,593,209 thousand, and net assets were RMB 1,120,475 thousand. Net current liabilities increased, but total liabilities decreased, reflecting adjustments in the asset structure Summary of Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Non-Current Assets | 1,519,059 | 1,597,179 | | Total Current Assets | 74,150 | 203,614 | | Total Current Liabilities | 108,121 | 210,510 | | Net Current Liabilities | (33,971) | (6,896) | | Total Non-Current Liabilities | 364,613 | 444,776 | | Net Assets | 1,120,475 | 1,145,507 | | Total Equity | 1,120,475 | 1,145,507 | - Investment properties remain the Group's largest asset class, accounting for the vast majority of non-current assets[264] - Assets classified as held for sale decreased from RMB 110,000 thousand to RMB 19,690 thousand[264] Consolidated Statement of Changes in Equity This statement details the changes in the Group's equity components over the reporting period, including profit or loss, other comprehensive income, and transactions with owners FY2024/25 Consolidated Changes in Equity For the year ended June 30, 2025, the Group's total equity decreased from RMB 1,145,507 thousand to RMB 1,120,475 thousand, primarily due to the loss for the year, partially offset by an increase in foreign exchange reserves Summary of Consolidated Statement of Changes in Equity | Item | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Share Capital | 290,136 | 290,136 | | Other Reserves | (71,025) | (71,025) | | Statutory Surplus Reserve | 5,553 | 1,510 | | Retained Profits | 860,087 | 920,688 | | Exchange Reserve | 26,286 | (5,701) | | Equity Attributable to Owners of the Company | 1,111,037 | 1,135,608 | | Non-Controlling Interests | 9,438 | 9,899 | | Total | 1,120,475 | 1,145,507 | - The loss for the year of RMB 56,558 thousand negatively impacted equity attributable to owners of the company[266] - Exchange differences on translating foreign operations resulted in a positive impact of RMB 30,010 thousand, turning the exchange reserve from negative to positive[266] Consolidated Statement of Cash Flows This statement reports the Group's cash inflows and outflows from operating, investing, and financing activities, providing insights into its liquidity and solvency FY2024/25 Consolidated Cash Flows The Group's cash and cash equivalents decreased by RMB 68,437 thousand in FY2024/25, mainly due to net cash outflows from operating and financing activities, despite net cash inflows from investing activities Summary of Consolidated Statement of Cash Flows | Activity Type | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net Cash (Used in)/Generated from Operating Activities | (9,648) | 16,347 | | Net Cash Generated from Investing Activities | 23,227 | 40,875 | | Net Cash Used in Financing Activities | (82,016) | (50,833) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (68,437) | 6,389 | | Cash and Cash Equivalents at Year End | 1,388 | 69,664 | - Cash flow from operating activities shifted from a net inflow in the previous year to a net outflow, primarily due to increased income tax paid[267] - Net cash generated from investing activities mainly resulted from refunds of prepayments, refunds from property acquisitions, and proceeds from property disposals[267] - Net cash used in financing activities was primarily due to repayment of bank borrowings and repayment to Raffles Group[268] Notes to the Consolidated Financial Statements These notes provide detailed explanations and breakdowns of the figures presented in the consolidated financial statements, including accounting policies, significant judgments, and financial risk management General Information and Accounting Standards The Group primarily provides education facility leasing in China, Malaysia, and Indonesia, and operates hotel properties in Switzerland. Financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, with new amendments adopted having no significant impact on current financial position - The Group's principal businesses are education facility leasing services in China, Malaysia, and Indonesia, and hotel property leasing and management in Switzerland[269] - The company's ultimate parent company is Raffles Education Corporation Limited, incorporated in Singapore[269] - The consolidated financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance[274] - The adopted amendments to Hong Kong Financial Reporting Standards had no significant impact on the Group's results or financial position for the current or prior periods[270] Basis of Preparation and Going Concern Despite facing challenges such as annual loss, net current liabilities, and reduced cash, the Board has taken measures to improve liquidity and believes the Group has the ability to continue as a going concern, thus financial statements are prepared on a going concern basis - The Group recorded a loss of RMB 57,019 thousand in FY2024/25, with current liabilities exceeding current assets by approximately RMB 33,971 thousand, and cash and cash equivalents of approximately RMB 1,388 thousand[275] - To improve liquidity, management is negotiating with banks to extend current bank loans, expects full receipt of proceeds from assets held for sale and property acquisition refunds, and is considering disposing of investment properties to provide funding[276] - The directors believe the Group will have sufficient working capital to meet its cash flow requirements for the next 12 months, hence the consolidated financial statements are prepared on a going concern basis[276] Significant Accounting Judgments and Estimates The Group's financial statement preparation involves significant accounting judgments and estimates, primarily concerning impairment of financial assets, valuation of investment properties, determination of income tax, and assessment of the going concern assumption, which materially impact the carrying amounts of assets and liabilities - Impairment provisions for financial assets are based on assumptions regarding probability of default and loss given default, considering historical credit loss experience, market conditions, and forward-looking factors[327] - The fair value of investment properties is determined by independent valuers using the income capitalization approach and market comparison approach, involving significant judgment on market rents, capitalization rates, and comparable transaction prices[329][330][331] - The determination of income tax provisions requires significant judgment, particularly for deferred tax on fair value changes of investment properties, where the Group assumes its business model is to consume economic benefits over time rather than through sale[332] - The directors' assessment of the going concern assumption involves judgment about future events or conditions, and relevant mitigating measures have been considered[333] Segment Reporting and Revenue The Group is divided into two reportable segments: education facility leasing services and hotel property leasing and management. Total revenue for FY2024/25 was RMB 56,697 thousand, with China contributing the most, and the top five customers accounting for 80% of total revenue - The Group has two reportable segments: education facility leasing services in China, Malaysia, and Indonesia, and hotel property leasing and management in Switzerland[334] FY2024/25 Revenue by Category | Revenue Source | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Education Facility Leasing | 47,710 | 49,293 | | Ancillary Facility Commercial Leasing | 2,938 | 2,779 | | Hotel Properties (Fixed Lease Payments) | 3,888 | 2,940 | | Hotel Properties (Variable Lease Payments) | 2,161 | 957 | | Total Revenue | 56,697 | 55,969 | FY2024/25 Revenue by Country | Country | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | China | 44,905 | 46,519 | | Non-China (Malaysia, Indonesia, and Switzerland) | 11,792 | 9,450 | | Total Revenue | 56,697 | 55,969 | Non-Current Assets by Asset Location as of June 30, 2025 | Region | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | China | 1,063,908 | 1,158,000 | | Switzerland | 313,836 | 273,487 | | Southeast Asia (Malaysia and Indonesia) | 121,746 | 115,534 | | Other | 8,809 | 40,590 | | Total | 1,508,299 | 1,587,611 | FY2024/25 Major Customer Revenue Contribution | Customer | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Customer A | 18,284 | 17,521 | | Customer B | 11,824 | 10,631 | | Raffles Group | 5,792 | Not applicable (not >10%) | Employee Costs and Directors' Emoluments Total employee costs for FY2024/25 amounted to RMB 6,664 thousand, an increase from the previous year. Directors' emoluments totaled RMB 842 thousand, with Executive Director Mr. Liu Yingchun receiving salaries and other benefits, and independent non-executive directors receiving fees FY2024/25 Employee Costs | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Wages and Salaries | 5,310 | 4,280 | | Other Allowances and Benefits | 596 | 433 | | Contributions to Defined Contribution Retirement Plans | 758 | 742 | | Total | 6,664 | 5,455 | FY2024/25 Directors' Emoluments | Director Category | Fees (RMB thousand) | Salaries and Other Benefits (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | | Executive Director (Liu Yingchun) | – | 290 | 290 | | Independent Non-Executive Director (Cheng Man Piu) | 184 | – | 184 | | Independent Non-Executive Director (Chan Yiu Heung) | 184 | – | 184 | | Independent Non-Executive Director (Liu Kwai Lam) | 184 | – | 184 | | Total | 552 | 290 | 842 | - Among the Group's five highest-paid individuals, one was a director, and the total emoluments for the other four non-director individuals amounted to RMB 1,735 thousand[347][349] Income Tax and Loss Per Share Income tax expense for FY2024/25 was RMB 12,136 thousand, primarily influenced by China's corporate income tax and land appreciation tax. Basic loss per share attributable to owners of the company was RMB 0.31 FY2024/25 Income Tax Expense | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current Tax | 31,167 | 4,856 | | Deferred Tax | (19,031) | (13,808) | | Income Tax Expense/(Credit) | 12,136 | (8,952) | - Chinese subsidiaries are subject to a corporate income tax rate of 25% and are liable for land appreciation tax[351][352] - The loss attributable to owners of the company was RMB 56,558 thousand, with a basic loss per share of RMB 0.31[359] - No Hong Kong profits tax provision was made for the current or prior years due to the absence of assessable profits in Hong Kong[354] Property, Plant and Equipment and Investment Properties The Group's net book value of property, plant and equipment was RMB 12,776 thousand, and the fair value of investment properties was RMB 1,486,379 thousand. Investment properties are valued using the income capitalization and market comparison approaches, with some assets classified as held for sale Net Book Value of Property, Plant and Equipment | Category | June 30, 2025 (RMB thousand) | June 30, 2024 (RMB thousand) | | :--- | :--- | :--- | | Buildings | 12,300 | 3,796 | | Furniture, Fixtures and Equipment | 449 | 563 | | Machinery | 27 | 29 | | Total | 12,776 | 4,388 | Changes in Fair Value of Investment Properties | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Fair Value at Beginning of Year | 1,533,592 | 1,458,878 | | Additions | 3,078 | 8,342 | | Disposals | (22,060) | – | | Transfer to Property, Plant and Equipment | (12,300) | – | | Reclassification to Assets Held for Sale | (19,690) | (110,000) | | Exchange Adjustments | 42,404 | (14,753) | | Fair Value Changes | (38,645) | (93,813) | | Fair Value at End of Year | 1,486,379 | 1,533,592 | - Investment properties are valued using the income capitalization approach and market comparison approach, with key unobservable inputs including unit monthly rent and capitalization rate[364][366] - As of June 30, 2025, investment properties with a carrying amount of RMB 1,249,969 thousand were pledged to secure bank financing[368] - Properties classified as held for sale have a carrying amount of RMB 19,690 thousand and are expected to be disposed of in the first quarter of FY2026[370] Investment in an Associate The Group's investment in associate Axiom Properties Limited had a net book value of RMB 8,809 thousand. An impairment loss of RMB 3,178 thousand was recognized this year as its fair value less costs to sell was below its carrying amount Investment in Associate Axiom | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Share of Net Assets Excluding Goodwill | 9,335 | 9,508 | | Goodwill | 2,652 | 2,652 | | Accumulated Impairment Loss | (3,178) | – | | Net Carrying Amount | 8,809 | 12,160 | - The Group's ownership interest in Axiom is 19.01%, but it is accounted for as an associate due to the right to appoint representatives[371] - An impairment loss of RMB 3,178 thousand was recognized in FY2024/25 because Axiom's fair value less costs to sell was below its carrying amount[371] Trade and Other Receivables and Payables The Group's total trade and other receivables amounted to RMB 54,865 thousand, including RMB 20,008 thousand for receivables from property acquisition refunds. Total trade and other payables and accrued expenses were RMB 62,669 thousand, with RMB 40,692 thousand payable to Raffles Group Trade and Other Receivables | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Receivables (net of provision) | 23,355 | 17,687 | | Other Receivables and Prepayments | 16,167 | 10,629 | | Receivables from Property Acquisition Refunds | 20,008 | – | | Other Recoverable Taxes | 3,326 | 3,166 | | Less: Impairment Provision | (7,991) | (5,937) | | Net Amount | 54,865 | 25,545 | - Receivables from property acquisition refunds of approximately RMB 33,690 thousand are to be collected in four installments, with RMB 8,422 thousand received as of the reporting date[377] Trade and Other Payables and Accrued Expenses | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Payables | 2,226 | 3,064 | | Other Payables and Accrued Expenses | 14,751 | 15,968 | | Deposits Received | 5,000 | 110,000 | | Amounts Due to Raffles Group | 40,692 | 52,574 | | Total | 62,669 | 181,606 | - Amounts due to Raffles Group are unsecured, interest-free, non-trade in nature, and not repayable before July 1, 2026[379] Bank Borrowings and Deferred Tax Liabilities The Group's total bank borrowings amounted to RMB 246,003 thousand, with RMB 77,632 thousand due within one year. Deferred tax liabilities, primarily from the revaluation of investment properties, totaled RMB 155,550 thousand Bank Borrowings Maturity Analysis | Maturity Period | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Within One Year | 77,632 | 71,135 | | After One Year but Within Two Years | 23,109 | 73,923 | | After Two Years but Within Five Years | 60,529 | 53,453 | | After Five Years | 84,733 | 91,762 | | Total | 246,003 | 290,273 | - Bank borrowings bear interest at fixed and floating rates, ranging from 2.00% to 8.95% per annum[383] - Bank facilities are secured by certain investment properties of the Group, corporate guarantees from the company, non-controlling shareholders of Chinese subsidiaries, and the ultimate parent company, and equity pledges of Chinese subsidiaries[383] Changes in Deferred Tax Liabilities | Item | Revaluation of Investment Properties (RMB thousand) | | :--- | :--- | | As of June 30, 2024 | 173,064 | | Charged to Profit or Loss | (19,031) | | Exchange Adjustments | 1,517 | | As of June 30, 2025 | 155,550 | Share Capital and Reserves The company's issued share capital consists of 180,000,000 ordinary shares, totaling RMB 290,136 thousand. Group reserves include other reserves, statutory surplus reserve, retained profits, and foreign exchange reserve, with the latter turning positive due to exchange differences Issued Share Capital | Item | Number of Ordinary Shares | Share Capital (RMB thousand) | | :--- | :--- | :--- | | As of June 30, 2025 | 180,000,000 | 290,136,000 | - The statutory surplus reserve primarily arises from a 10% transfer from post-tax profits of Chinese subsidiaries[387] - The exchange reserve reflects gains or losses arising from the retranslation of the net assets of foreign operations into the presentation currency[387] - The company's retained profits as of June 30, 2025, amounted to RMB 38,395 thousand[388] Leases and Related Party Transactions As a lessor, the Group's investment properties are leased to tenants under operating leases for terms ranging from one to ten years. The Group engages in various transactions with related parties, primarily Raffles Group, including lease income, management service fees, and salary contributions Minimum Lease Receivables from Irrevocable Operating Leases (2025) | Period | RMB thousand | | :--- | :--- | | Not more than one year | 49,690 | | More than one year but not more than two years | 41,872 | | More than two years but not more than three years | 18,348 | | More than three years but not more than four years | 15,481 | | More than four years but not more than five years | 15,481 | | More than five years | 15,150 | | Total | 156,022 | FY2024/25 Transactions with Related Parties | Transaction Type | Related Party | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | :--- | | Lease Income | Raffles College of Higher Education Sdn. Bhd. | 3,297 | 3,058 | | Lease Income | PT. Raffles Institute of Higher Education | 2,445 | 2,495 | | Management Service Fees | Raffles K12 Sdn Bhd | 370 | – | | Short-Term Lease Fees | Raffles College of Higher Education Pte. Ltd. | 1,178 | – | | Salaries and Retirement Plan Contributions | Mr. Chew Han Wai, son of a director | 1,019 | – | Financial Risk Management The Group faces credit risk, liquidity risk, interest rate risk, and foreign currency risk. These risks are managed through monitoring customer credit, rolling cash flow forecasts, managing bank borrowing interest rates, and overseeing foreign exchange exposure, while maintaining a robust capital structure - Credit risk primarily arises from tenants defaulting on rent, with the top five customers accounting for 80.0% of total revenue and 96.9% of receivables[399] Trade Receivables Credit Risk Exposure as of June 30, 2025 | Overdue Status | Expected Loss Rate (%) | Gross Carrying Amount (RMB thousand) | Loss Provision (RMB thousand) | Net Amount (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Not overdue and not impaired | Not applicable | 16,549 | – | 16,549 | | Overdue 1 to 3 months | – | 2,271 | – | 2,271 | | Overdue 3 to 12 months | – | 4,157 | – | 4,157 | | Overdue over 12 months | 74 | 1,459 | 1,081 | 378 | | Total | | 24,436 | 1,081 | 23,355 | - Liquidity risk is managed by maintaining sufficient cash and cash equivalents, securing funding facilities, and monitoring rolling cash flow forecasts[413] - Interest rate risk primarily arises from bank deposits and bank borrowings, with floating-rate bank borrowings exposing the Group to fair value interest rate risk[417][419] - Foreign currency risk is mainly caused by amounts due to Raffles Group denominated in currencies other than the functional currency, and the Group currently has no foreign currency hedging policy[420] - The Group's capital management objective is to safeguard continuous operations, provide returns to shareholders, and maintain an optimal capital structure[422] Business Acquisitions in Prior Years In prior years, the Group acquired a 75.39% equity interest in 4 Vallees to expand its revenue base and achieve geographical diversification. This acquisition resulted in a bargain purchase gain of RMB 2,352 thousand - The Group acquired a 75.39% equity interest in 4 Vallees for a final consideration of RMB 93,337 thousand, aiming to expand its revenue base and achieve geographical diversification[374][427] - The acquisition resulted in a bargain purchase gain of RMB 2,352 thousand, primarily due to the fair value change of 4 Vallees' investment properties between the acquisition agreement date and the completion date[428][429] - Since the acquisition date, 4 Vallees contributed RMB 3,897 thousand in revenue to the Group and accounted for RMB 5,321 thousand of the Group's loss in the prior year[429] Investment Properties (Details) This section provides a detailed list of the Group's investment properties, including their locations, uses, approximate gross floor areas, and the Group's ownership interests List of Investment Properties as of June 30, 2025 As of June 30, 2025, the Group's investment properties are primarily located in Langfang, China; Kuala Lumpur, Malaysia; Jakarta, Indonesia; and Switzerland, serving purposes such as teaching buildings, student and staff dormitories, retail, ancillary facilities, and hotels Overview of Investment Properties as of June 30, 2025 | Name and Location | Use | Approximate Gross Floor Area (sqm) | Group's Interest (%) | | :--- | :--- | :--- | :--- | | Multiple plots of land and buildings in Oriental University City, Langfang, Hebei Province, PRC | Teaching buildings, student and staff dormitories, retail, ancillary facilities | 2